The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,949,781 Shares beneficially owned by Series One is approximately $5,138,923, excluding brokerage commissions.
The Shares purchased by VSO II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,926,175 Shares beneficially owned by VSO II is approximately $5,074,874, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 35,207,057 Shares outstanding, which is the total number of Shares outstanding as of December 5, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on December 8, 2016.
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(a)
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As of the close of business on February 27, 2017, Series One beneficially owned 1,949,781 Shares.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,949,781
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,949,781
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(c)
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The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on February 27, 2017, VSO II beneficially owned 1,926,175 Shares.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,926,175
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,926,175
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(c)
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The transactions in the Shares by VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,949,781 shares owned by Series One.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,949,781
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,949,781
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(c)
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VIEX GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the shares on behalf of Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,926,175 shares owned by VSO II.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,926,175
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,926,175
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(c)
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VSO GP II has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VIEX Capital, as the investment manager of Series One and VSO II, may be deemed the beneficial owner of the (i) 1,949,781 Shares owned by Series One and (ii) 1,926,175 owned by VSO II.
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Percentage: Approximately 11.0%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 3,875,956
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 3,875,956
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(c)
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VIEX Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Series One and VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the (i) 1,949,781 Shares owned by Series One and (ii) 1,926,175 owned by VSO II.
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Percentage: Approximately 11.0%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 3,875,956
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 3,875,956
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(c)
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Mr. Singer has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Series One and VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 28, 2017
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VIEX Opportunities Fund, LP – Series One
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By:
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VIEX GP, LLC
General Partner
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX GP, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Special Opportunities Fund II, LP
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By:
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VIEX Special Opportunities GP II, LLC
General Partner
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Special Opportunities GP II, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Capital Advisors, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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/s/ Eric Singer
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Eric Singer
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SCHEDULE A
Transactions in the Shares During the Past Sixty Days
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Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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VIEX OPPORTUNITIES FUND, LP – SERIES ONE
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Purchase of Common Stock
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25,180
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2.4240
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12/27/2016
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Purchase of Common Stock
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152,500
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2.4712
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02/24/2017
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Purchase of Common Stock
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149,703
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2.5000
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02/24/2017
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VIEX SPECIAL OPPORTUNITIES FUND II, LP
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Purchase of Common Stock
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24,820
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2.4240
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12/27/2016
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Purchase of Common Stock
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152,500
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2.4712
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02/24/2017
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Purchase of Common Stock
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149,703
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2.5000
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02/24/2017
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